UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of April 2024
Commission File Number 001-38813
Highest Performances Holdings Inc.
61F, Pearl River Tower
No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou
Guangdong Province, People’s Republic of China
Tel: +86-020-28381666
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Highest Performances Holdings Inc. (the “Company”) is furnishing this current report on Form 6-K to report the dismissal of Marcum Asia CPAs LLP (“Marcum Asia”) effective March 29, 2024 and that the Company has appointed Deloitte Touche Tohmatsu Certified Public Accountants LLP (the “Successor Auditor”) as successor auditor of the Company effective March 29, 2024 and for the fiscal year ended June 30, 2024.
In connection therewith, the Company provides that:
| 1. | the dismissal of Marcum Asia and the appointment of the Successor Auditor have been considered and approved by the Company’s audit committee and board of directors; |
| 2. | the audit reports of Marcum Asia on the financial statements of the Company as of and for the years ended June 30, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles; and |
| 3. | during the fiscal years ended June 30, 2022 and 2023 and in the subsequent interim period through March 29, 2024, there have been no disagreements (as described under Item 16F(a)(1)(iv) of Form 20-F) between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Marcum Asia’s satisfaction, would have caused Marcum Asia to make reference to the subject matter of such disagreements in its reports on the financial statements for such years. None of “reportable events”, as that term is described in Item 16F(a)(1)(v) of Form 20-F occurred within the two fiscal years of the Company ended June 30, 2022 and 2023 and subsequently up to the date of dismissal. |
The Company provided Marcum Asia with a copy of this Form 6-K and requested that Marcum Asia provide the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in the Form 6-K. A copy of Marcum Asia’s letter dated April 2, 2024 is furnished as Exhibit 16.1 to this Form 6-K.
During the Company’s most recent two fiscal years and in the subsequent interim period through March 29, 2024, neither the Company nor anyone on its behalf has consulted with the Successor Auditor on either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that the Successor Auditor concluded was an important factor considered by the Company in reaching a decision as to any accounting, audit, or financial reporting issue or (b) any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F (and the related instructions thereto) or a reportable event as set forth in Item 16F(a)(1)(v)(A) through (D) of Form 20-F.
The Company intends to use this Form 6-K and the accompanying exhibit to satisfy its reporting obligations under Item 16F(a) of its Form 20-F for the year ending June 30, 2024 to the extent provided in and permitted by Paragraph 2 of the Instructions to Item 16F of Form 20-F and plans to incorporate Exhibit 16.1 reference into its Form 20-F to the extent necessary to satisfy such reporting obligations and to its Form F-3 (File No.: 333-261063).
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Highest Performances Holdings Inc. | |||
| Date: April 2, 2024 | |||
| By: | /s/ Hu Yinan | ||
| Name: | Hu Yinan | ||
| Title: |
Vice-Chairman of the Board, Chief Executive Officer | ||
2
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 16.1 | Letter from Marcum Asia CPAs LLP, dated April 2, 2024 | |
| 99.1 | Press Release |
3
Exhibit 16.1
April 2, 2024
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Highest Performances Holdings Inc. (formerly Puyi Inc.) in its Form 6-K dated April 2, 2024. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of Highest Performances Holdings Inc. contained therein.
Very truly yours,
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
Exhibit 99.1
HPH Announces Change of Independent Auditor
GUANGZHOU, China, April 2, 2024 (GLOBE NEWSWIRE) — Highest Performances Holdings Inc. (NASDAQ: HPH) (“HPH” or the “Company”), today announced that with approval from the audit committee and the board of directors (the “Board”) of the Company, it has changed its independent auditor from Marcum Asia CPAs LLP (“Marcum Asia” or the “Former Auditor”) to Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte” or the “Successor Auditor”) effective March 29, 2024.
The audit reports of Marcum Asia on the financial statements of the Company as of and for the years ended June 30, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended June 30, 2022 and 2023 and in the subsequent interim period through March 29, 2024, there have been no disagreements (as described under Item 16F(a)(1)(iv) of Form 20-F) between the Company and Marcum Asia on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures. None of “reportable events”, as that term is described in Item 16F(a)(1)(v) of Form 20-F occurred within the two fiscal years of the Company ended June 30, 2022 and 2023 and subsequently up to the date of dismissal.
The Board would like to express its sincere gratitude to Marcum Asia for its professionalism and quality of services rendered to the Company over the past years. The Company is working closely with Deloitte and Marcum Asia to ensure a seamless transition.
About HPH
Established in 2010, HPH is dedicated to becoming a leading provider for intelligent home and enterprise services. Guided by the mission to enhance the quality of life for all families, HPH focuses on two core driving forces: “technological intelligence” and “capital investments,” with a global strategic perspective. It identifies high-quality enterprises with potential on a global scale and engages in investment and operations in areas such as asset allocation, education and study tours, cultural tours, sports events, healthcare and elderly care, and family governance.
HPH currently owns Fanhua Inc., a leading technology-driven financial services platform in China and Fanhua Puyi Fund Distribution Co., Ltd., a leading independent wealth management service provider in China. It has signed an agreement to acquire controlling interests in Singapore White Lingjun Pte. Ltd.
HPH was formerly known as Puyi Inc., and it was renamed on March 13, 2024 to reflect its strategic transformation.
Forward-looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When HPH uses words such as “may”, “will”, “intend”, “should”, “believe”, “expect”, “anticipate”, “project”, “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from HPH’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: HPH’s goals and strategies; HPH’s future business development; product and service demand and acceptance; changes in technology; economic conditions; the growth of the third-party wealth management industry in China; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the international markets HPH serves and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by HPH with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in HPH’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. HPH undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Highest Performances Holdings Inc.
Tel: +86-20-28866499
Email: ir@puyiwm.com